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Stockholders' Equity
 6 Months Ended
Jun. 30, 2023
Stockholders' Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

 

Stock-Based Compensation:

 

Equity plans

 

Under the 2018 Equity Plan, the number of shares issuable under the Plan on the first day of each fiscal year increase by an amount equal to the lower of (i) 100,000 shares (after a later 10 for 1 stock split) or (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year. As of June 30, 2023, there were no shares issuable under the 2018 Equity Plan until it automatically replenishes on January 1, 2024.

 

At the Company’s annual meeting on May 17, 2023, the stockholders approved an amendment to the 2021 Equity Plan that, amongst other things, increased the number of the shares available under the 2021 Equity Plan to 10,000,000 shares. As of June 30, 2023, the number of shares reserved under the 2021 Equity Plan was 4,133,322.

 

The Company recognized stock-based compensation expense during the three and six months ended June 30, 2023 and 2022 as follows:

 

   For the three months ended
June 30,		   For the six months ended
June 30,		 
   2023   2022   2023   2022 
Performance-based restricted stock awards  $166,779   $187,648   $333,558   $353,924 
Service-based restricted stock awards   19,997    248,086    49,992    305,586 
Stock issued to consultants   
-
    
-
    307,069    
-
 
Common stock warrant expense   500,500    500,500    1,001,000    667,333 
Total stock-based compensation  $687,276   $936,234   $1,691,619   $1,326,843 

 

Performance-based awards

 

Performance-based awards generally vest over a three-year performance period upon the successful completion of specified market and performance conditions.

 

The following table presents a summary of the Company’s performance-based awards restricted stock awards activity:

 

   Number of
shares		   Weighted
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Life (in
years)		   Aggregate
Intrinsic
Value		 
Outstanding as of December 31, 2022   342,310    
 -
    8.33   $472,388 
Issued   
-
    
-
           
Exercised   (100,000)   
-
         318,000 
Expired   
-
    
-
           
Outstanding as of June 30, 2023   242,310    
-
    9.04   $457,966 
Exercisable as of June 30, 2023   144,327    
-
    4.97   $272,778 

 

As of June 30, 2023, there was approximately $0.70 million of unrecognized compensation cost related to the performance-based awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately one year.

 

Service-based restricted stock awards

 

Service-based awards generally vest over a one year service period.

 

The following table presents a summary of the Company’s service-based awards activity:

 

   Number of
shares		   Weighted
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Life
(in years)		   Aggregate
Intrinsic
Value		 
Outstanding as of December 31, 2022   74,246    
 -
    8.42    102,459 
Issued   4,140,720    
-
           
Exercised   (13,760)   
-
         43,744 
Expired   
-
    
-
           
Outstanding as of June 30, 2023   4,201,206    
-
    2.84    7,940,279 
Exercisable as of June 30, 2023   60,486    
-
    0.13    114,319 

 

As of June 30, 2023, there was approximately $7.83 million of unrecognized compensation cost related to the service-based restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately one year. James Manning who stepped down as Chief Executive Officer of the Company, effective May 22, 2023, had agreed with the Company that he would be issued 1.35 million RSUs and his other RSU agreements would be cancelled, as set forth in the Company’s Current Report on Form 8-K filed May 22, 2023. However, these RSUs have not been issued and have not been included in the above table. Similarly, the existing RSUs have not been cancelled and therefore are included in the above table.

 

Stock options awards

 

Stock options awards vest upon the successful completion of specified market conditions.

 

The following table presents a summary of the Company’s Stock options awards activity:

 

   Number of
shares		   Weighted
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Life
(in years)		 
Outstanding as of December 31, 2022   417   $35.90    1.26 
Issued   1,750,000    1.89      
Exercised   
-
    
-
      
Expired   
-
    
-
      
Outstanding as of June 30, 2023   1,750,417   $1.90    10.0 
Exercisable as of June 30, 2023   417   $35.90    1.26 

 

Common Stock Warrants

 

A summary of the status of the Company’s outstanding stock warrants and changes during the six months ended June 30, 2023, is as follows:  

 

   Number of
Warrants		   Weighted
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Life
(in years)		 
Outstanding as of December 31, 2022   2,825,278           
Issued   2,967,512    14.31    3.69 
Exercised   (246,668)   
-
    
-
 
Expired   
-
    
-
    
-
 
Outstanding as of June 30, 2023   5,546,122   $14.31    3.39 
Warrants exercisable as of June 30, 2023   5,546,122   $14.31    3.69 

 

As of June 30, 2023, there was approximately $0.80 million of unrecognized compensation cost related to the warrants issued is expected to be recognized over a remaining weighted-average vesting period of approximately six months.

 

On May 3, 2023, the Company has entered into a definitive agreement with institutional investors for the issuance and sale of 2,083,336 shares of its common stock at a purchase price of $2.40 per share of common stock and 246,668 pre-funded warrants at an offering price of $2.399 and an exercise price of $0.001 per share in a registered direct offering. In relation to this agreement, the Company issued the institutional investors unregistered warrants to purchase up to 2,604,170 shares of its common stock with an exercise price of $3.23 per share. The underwriter was also issued warrants to purchase up to an aggregate of 116,667 shares of common stock at an exercise price of $3.00 per share. The Company determined that the warrants did not meet the criteria for a derivative and therefore, these warrants were recorded in stockholders’ equity as a stock issuance cost with no net effect on stockholders’ equity.

 

As a condition to the sale of 2,083,336 shares of common stock described above, the Company amended the warrants previously issued to one of the investors in that offering to purchase an aggregate of 1,666,667 shares of common stock for an exercise price of $6.06 per share, which were issued in July of 2022 (the “Existing Warrants”), effective upon the closing of the offering, such that the amended Existing Warrants have a reduced exercise price of $3.23 per share, are exercisable six months following the closing of the offering, and will expire five and one-half years following the closing of this offering. This modification has been accounted for in accordance with ASC 815 Derivatives and Hedging. The Company determined that the incremental fair value of the warrants subsequent to the warrant modification were not material and therefore, the Company did not record additional equity issuance costs and additional-paid-in capital as a result of the modification.

 

Common Stock

 

On May 3, 2023, the Company has entered into a definitive agreement with institutional investors for the issuance and sale of 2,083,336 shares of its common stock (or prefunded warrants in lieu thereof) at a purchase price of $2.40 per share of common stock in a registered direct offering for proceeds of $4.6 million, net of issuance costs.

 

The Company has the ability through its ATM Agreement to sell shares of its common stock. Effective May 4, 2023, the Company filed a prospectus supplement to amend, supplement and supersede certain information contained in the earlier prospectus and prospectus supplement, which reduced the number of shares of common stock the Company may offer and sell under the ATM Agreement to an aggregate offering price of up to $9,000,000 from time to time. During the quarter ended June 30, 2023, 239,607 shares were issued as part of the ATM Agreement for cash proceeds of $721,460, net of issuance costs. The Company is contractually restricted from issuing any stock under its ATM Agreement until on or about November 7, 2023.

 

During the quarter ended June 30, 2023, there were exercises of restricted stock units and common stock options into 656 shares of common stock of the Company for proceeds totaling $186,776.